Common use of Meetings and Voting Clause in Contracts

Meetings and Voting. Sections 1602 and 1604 of the Base Indenture shall be superseded by this Section 2.11(d). (i) The Trustee may at any time call a meeting of Holders for any purpose specified in Section 1601 of the Base Indenture, to be held at such time and at such place in The City of New York. Notice of every meeting of Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given not less than 21 nor more than 180 days prior to the date fixed for the meeting. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 20% in principal amount of the Outstanding Debentures shall have requested the Trustee to call a meeting of the Holders for any purpose specified in Section 1601 of the Base Indenture, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders in the amount specified, as the case may be, may determine the time and the place in The City of New York for such meeting and may call such meeting for such purposes by giving notice thereof. (ii) Except as provided below, the Persons entitled to vote a majority in principal amount of the Outstanding Debentures shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders, be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided herein, except that such notice need be given only once and not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Debentures which shall constitute a quorum. Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the Persons entitled to vote 25% in principal amount of the Outstanding Debentures at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the Persons entitled to vote the lesser of: (i) a majority in principal amount of the Debentures then Outstanding; or (ii) 66 2/3% in principal amount of the Debentures represented and voting at such meeting; provided, however, that if any consent, waiver or other action must be given, made or taken by the Holders of a specified percentage in principal amount of Outstanding Debentures (which is less than a majority of the principal amount of Debentures then Outstanding) then such consent, waiver or other action may be given, made or taken by the Persons entitled to vote the lesser of: (i) the specified percentage in principal amount of the Debentures then Outstanding; or (ii) a majority in principal amount of the Debentures represented and voting at such meeting. Any resolution passed or decisions taken at any meeting of Holders of Debentures duly held in accordance with this Section shall be binding on all the Holders of Debentures, whether or not present or represented at the meeting.

Meetings and Voting. Sections 1602 (a) The Members shall have a meeting on such date and 1604 at such frequency as may be determined by the Board of Managers in their sole discretion for the purpose of conducting such business as may properly come before the meeting; provided, however that a meeting of the Base Indenture Members shall occur at least once every twelve (12) months. At any meeting of Members, only such business may be superseded transacted as is related to the purpose or purposes set forth in the notice of such meeting, provided that any Member or group of Members holding at least ten percent (10%) of the outstanding Class A Units (excluding for purposes of such calculation, Class A Units held by Kadmon I, LLC, Xxxxxx X. Xxxxxx, or their respective Affiliates may add any item to a meeting agenda by giving written notice thereof to the Board of Managers at any time prior to the commencement of such meeting. Except as otherwise provided herein, including, without limitation, with respect to the appointment of Board Members, the Members may take action at a properly called meeting with respect to any item of business by a vote of the Members having a majority of the voting rights underlying the Units, unless otherwise provided by any provision of applicable law or this Section 2.11(d)Agreement. (ib) The Trustee may at any time call a meeting of Holders for any purpose specified in Section 1601 of the Base Indenture, to be held at such time and at such place in The City of New York. Notice Written notice of every meeting of Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, Members shall be given not less than 21 twenty (20) nor more than 180 sixty (60) days before the date of the meeting to the Members entitled to vote, stating the place, date and hour thereof, and the purpose or purposes thereof. All notices shall be given in the manner specified in Section 14.1 hereof. (c) A Member may waive any notice required by law or this Agreement, before or after the date and time of the meeting that is the subject of such notice. Except as provided in the next sentence, the waiver shall be in writing, signed by the Member entitled to the notice and delivered to any Board Member for inclusion in the Company’s minutes or records. A Member’s attendance at or participation in a meeting waives any required notice to such Member of the meeting unless the Member, at the beginning of the meeting or promptly upon such Member’s arrival, objects to the transaction of any business at such meeting on the ground that such meeting is not lawfully called or convened. A Member may participate in a meeting in person or by proxy. (d) Any vote, consent or approval of the Members entitled to vote may be accomplished by written consent in lieu of a meeting signed by Members having a having a majority of the voting rights underlying the Units. At least ten (10) days prior to the date fixed for the meeting. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 20% in principal amount proposed vote of the Outstanding Debentures shall have requested the Trustee to call a meeting of the Holders for any purpose specified in Section 1601 of the Base Indenture, by written request setting forth in reasonable detail the action Members on resolutions that are proposed to be taken passed by written consent, the Company will circulate to all Members a notice providing a reasonable description of such resolutions. All such consents and waivers shall be filed with the Company’s minutes or records. (e) Members may participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all Members participating may simultaneously hear each other during the meeting, including telephonically or by video conferencing or any other such means. Any Member who participates in a meeting in this manner is deemed to be present in person at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause except where a Member participates in the meeting to be held as provided herein, then for the Company or the Holders in the amount specified, as the case may be, may determine the time and the place in The City express purpose of New York for such meeting and may call such meeting for such purposes by giving notice thereof. (ii) Except as provided below, the Persons entitled to vote a majority in principal amount of the Outstanding Debentures shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders, be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior objecting to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening transaction of any adjourned meeting shall be given as provided herein, except business on the ground that such notice need be given only once and not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Debentures which shall constitute a quorum. Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the Persons entitled to vote 25% in principal amount of the Outstanding Debentures at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. At a meeting not lawfully called or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the Persons entitled to vote the lesser of: (i) a majority in principal amount of the Debentures then Outstanding; or (ii) 66 2/3% in principal amount of the Debentures represented and voting at such meeting; provided, however, that if any consent, waiver or other action must be given, made or taken by the Holders of a specified percentage in principal amount of Outstanding Debentures (which is less than a majority of the principal amount of Debentures then Outstanding) then such consent, waiver or other action may be given, made or taken by the Persons entitled to vote the lesser of: (i) the specified percentage in principal amount of the Debentures then Outstanding; or (ii) a majority in principal amount of the Debentures represented and voting at such meeting. Any resolution passed or decisions taken at any meeting of Holders of Debentures duly held in accordance with this Section shall be binding on all the Holders of Debentures, whether or not present or represented at the meetingconvened.

Meetings and Voting. Sections 1602 and 1604 5.4.1 Regular meetings of the Base Indenture Board shall be superseded held at such times as the Board may determine but at least once during each calendar quarter. Special meetings of the Board may be called at any time by this Section 2.11(d)any Board Member. Meetings of the Board shall be held at a location mutually agreed upon by the members thereof and, failing such agreement, at the Partnership's principal place of business. Not less than two (2) nor more than ninety (90) days before each meeting, the Person calling the meeting shall give written notice of the meeting to each Board Member entitled to vote at the meeting. The notice shall state the time, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Board Member who is entitled to notice waives notice if before or after the meeting the Board Member signs a waiver of the notice which is filed with the records of the General Partner, or is present at the meeting in person or by proxy. The Partnership shall reimburse Board Members for their reasonable out-of-pocket expenses incurred in connection with attendance at any meetings of the Board. 5.4.2 The presence in person or by proxy of at least (i) a majority of the total number of Board Members, (ii) a majority of the Board Members designated pursuant to clause (i) of Section 5.1.2 and (iii) a majority of the Board Members designated pursuant to clause (ii) of Section 5.1.2 shall constitute a quorum for the transaction of business at a Board meeting. The Trustee affirmative vote of a majority of the Board Members present at a duly constituted meeting shall govern all of the Board's actions and constitute approval by the Board, unless the affirmative vote of a greater number of Board Members or of designated Board Members is required by another Section hereof with respect to a matter or matters being considered. Each Board Member may vote by delivering his or her proxy to another Board Member. 5.4.3 Any action required or permitted to be taken by the Board or the Partners, either at any time call a meeting or otherwise, may be taken without a meeting if the Board Members or the Partners, as the case may be, having the requisite numbers of Holders for any purpose specified votes to take such action consent thereto in Section 1601 writing. To the extent reasonably practicable under the circumstances, written notice of the Base Indenture, action to be taken by written consent of the Board Members will be given by the President or Secretary of the Partnership to all Board Members prior to the effectiveness of any such action. Written notice of any such action taken by written consent of the Board Members will be given by the President or Secretary of the Partnership to all Partners promptly after such action has been taken. 5.4.4 Board Members may participate in any meeting of the Board by means of a conference telephone or similar communications equipment through which all persons participating in the meeting can hear or otherwise communicate with each other, and such participation in a meeting shall constitute presence in person at such meeting. 5.4.5 A joint annual meeting of Partners and the holders of General Partner Securities (the "Annual Meeting") shall be held within or outside of the -------------- State of Delaware on such date, at such time and at such place in as shall be specified by the Board. The City purpose of New Yorkthe Annual Meeting shall be for the holders of General Partner Securities to elect Board Members to serve until the next Annual Meeting and until their successors are duly elected and qualified and to discuss the contemplated Net Income and Net Loss of the Partnership, and such other business as may properly come before such meeting. Notice Written notice stating the place, day and hour of every meeting of Holders, setting forth the time Annual Meeting and the place of such meeting and in general terms purposes for which the action proposed to be taken at such meetingAnnual Meeting is called, shall be given delivered not less than 21 nor more than 180 days prior to five (5) Business Days before the date fixed of the meeting, in the manner specified in Section 11.10, to each Partner and each holder of General Partner Securities entitled to vote at such Annual Meeting. If the election of the Board Members shall not be held during any calendar year beginning January 1, 2000 at the Annual Meeting, or any adjournment thereof, as specified, the holders of General Partner Securities may cause the election to be held at a Special Meeting as soon after the end of the applicable calendar year as it may conveniently be held. The presence in person or by proxy of a holder or holders of General Partner Securities representing at least 66% of the then outstanding General Partner Securities entitled to vote shall constitute a quorum for the transaction of business at any meeting of holders of General Partner Securities. The affirmative vote of a holder or holders of General Partner Securities representing at least 66% of the outstanding General Partner Securities entitled to be voted at any duly constituted meeting at which a quorum is present shall be necessary for passage of any matter voted upon, except for in connection with the election of the Board Members which is governed by Section 5.1.2 hereof. The presence in person or by proxy of a Partner or Partners representing at least 66% of the then outstanding Interests shall constitute a quorum for the transaction of business at any Partner meeting; provided that business may be conducted at a joint meeting of Partners and holders of General Partner Securities even in the absence of a quorum for the transaction of business at the Partner meeting. In case The affirmative vote of a Partner or Partners representing at least 66% of the outstanding Interests entitled to be voted at any time the Company, pursuant to duly constituted Member meeting at which a Board Resolution, or the Holders quorum is present shall be necessary for passage of at least 20% in principal amount any matter voted upon. 5.4.6 Special meetings of the Outstanding Debentures shall have requested the Trustee to call Partners or holders of General Partner Securities (each a meeting of the Holders "Special Meeting"), for any purpose or purposes, unless --------------- otherwise prescribed by statute, may be called by one or more Partner(s) or holders of General Partner Securities representing at least 25% of the then outstanding Interests or General Partner Securities, as the case may be. Written notice stating the place, day and hour of the Special Meeting and the purposes for which the Special Meeting is called, shall be delivered not less than five (5) Business Days before the date of the meeting, in the manner specified in Section 1601 11.10, to each Partner or holder of General Partner Securities, as the Base Indenturecase may be, by written request setting forth in reasonable detail the action proposed entitled to be taken vote at the meetingsuch Special Meeting. 5.4.7 At all meetings of Partners or holders of General Partner Securities, and the Trustee shall not have made the first publication a Partner or holder of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders in the amount specifiedGeneral Partner Securities, as the case may be, may determine vote by proxy executed in writing by the Partner or holder of the General Partner Securities, as the case may be, or by his, her or its duly authorized attorney-in-fact. Such proxy shall be filed with the Partnership or the General Partner, as the case may be, before or at the time and the place in The City of New York for such meeting and may call such meeting for such purposes by giving notice thereof. (ii) Except as provided below, the Persons entitled to vote a majority in principal amount of the Outstanding Debentures meeting. The Partners or holders of General Partner Securities, as the case may be, may adopt their own rules of procedure which shall not be inconsistent with this Agreement or the Act or the governing law of the jurisdiction of organization of the General Partner. A record shall be maintained of the meetings of the Partners or holders of General Partner Securities. Partners and holders of General Partner Securities, as the case may be, may participate in a meeting by means of a telephone conference call or similar communications equipment which enables all participants in the meeting to hear each other, and participation in a meeting pursuant to this Section 5.4.7 shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened presence in person at the request of Holders, be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In A Partner or holder of General Partner Securities entitled to notice of any meeting of Partners or holders of General Partner Securities, as the absence case may be, waives notice if before or after the meeting the Partner or holder of General Partner Securities, signs a quorum waiver of notice which is filed with the records of the Partnership or the General Partner, as the case may be, or is present at any the meeting in person or by proxy. Each Partner shall have a number of votes on all matters with respect to which Partners have a right to vote equal to such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined Partner's Percentage Interest on the record date fixed by the chairman Board for the applicable vote (i.e., a Partner with a Percentage Interest of 25.3% shall have the meeting prior right to the adjournment of such adjourned meetingcast 25.3 votes on all matters as to which Partners have a right to vote). Notice of the reconvening of The record date for any adjourned meeting Annual or Special Meeting shall be given as provided herein, except that such notice need be given only once and not less than five days prior to the date on which the meeting notice thereof is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Debentures which shall constitute a quorum. Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the Persons entitled to vote 25% in principal amount of the Outstanding Debentures at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the Persons entitled to vote the lesser of: (i) a majority in principal amount of the Debentures then Outstanding; or (ii) 66 2/3% in principal amount of the Debentures represented and voting at such meeting; provided, however, that if any consent, waiver or other action must be given, made or taken by the Holders of a specified percentage in principal amount of Outstanding Debentures (which is less than a majority of the principal amount of Debentures then Outstanding) then such consent, waiver or other action may be given, made or taken by the Persons entitled to vote the lesser of: (i) the specified percentage in principal amount of the Debentures then Outstanding; or (ii) a majority in principal amount of the Debentures represented and voting at such meeting. Any resolution passed or decisions taken at any meeting of Holders of Debentures duly held in accordance with this Section shall be binding on all the Holders of Debentures, whether or not present or represented at the meeting.

Meetings and Voting. Sections 1602 and 1604 of the Base Indenture shall be superseded by this Section 2.11(d). (i) The Trustee may at any time call a meeting of Holders of Debentures for any purpose specified in Section 1601 of the Base Indenture, to be held at such time and at such place in The City of New York. Notice of every meeting of HoldersHolders of Debentures, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given not less than 21 nor more than 180 days prior to the date fixed for the meeting. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 20% in principal amount of the Outstanding Debentures shall have requested the Trustee to call a meeting of the Holders of Debentures for any purpose specified in Section 1601 of the Base Indenture, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Debentures in the amount specified, as the case may be, may determine the time and the place in The City of New York for such meeting and may call such meeting for such purposes by giving notice thereof. (ii) Except as provided below, the Persons entitled to vote a majority in principal amount of the Outstanding Debentures shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of HoldersHolders of Debentures, be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided herein, except that such notice need be given only once and not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Debentures which shall constitute a quorum. Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the Persons entitled to vote 25% in principal amount of the Outstanding Debentures at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the Persons entitled to vote the lesser of: (iA) a majority in principal amount of the Debentures then Outstanding; or (iiB) 66 2/3% in principal amount of the Debentures represented and voting at such meeting; provided, however, that if any consent, waiver or other action must be given, made or taken by the Holders of a specified percentage in principal amount of Outstanding Debentures (which is less than a majority of the principal amount of to Debentures then Outstanding) , then such consent, waiver or other action may be given, made or taken by the Persons entitled to vote the lesser of: (i) the specified percentage in principal amount of the Debentures then Outstanding; or (ii) a majority in principal amount of the Debentures represented and voting at such meeting. Any resolution passed or decisions taken at any meeting of Holders of Debentures duly held in accordance with this Section shall be binding on all the Holders of Debentures, whether or not present or represented at the meeting.

Meetings and Voting. Sections 1602 and 1604 of the Base Indenture shall be superseded by this Section 2.11(d). (i) The Trustee may at any time call a meeting of Holders of Debentures for any purpose specified in Section 1601 of permitted by the Base Indenture, to be held at such time and at such place in The City of New York. Notice of every meeting of HoldersHolders of Debentures, setting forth the time and the place in the City of New York of such meeting and in general terms the action proposed to be taken at such meeting, shall be given not less than 21 nor more than 180 days prior to the date fixed for the meeting. In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 20% in aggregate principal amount of the Outstanding Debentures shall have requested the Trustee to call a meeting of the Holders of Debentures for any purpose specified in Section 1601 of permitted by the Base Indenture, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company or the Holders of Debentures in the amount specified, as the case may be, may determine the time and the place in The City of New York for such meeting and may call such meeting for such purposes by giving notice thereof. (ii) Except as provided below, the Persons entitled to vote a majority in principal amount of the Outstanding Debentures shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of HoldersHolders of Debentures, be dissolved. In any other case, the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided herein, except that such notice need be given only once and not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage of the principal amount of the Outstanding Debentures which shall constitute a quorum. . (iii) Subject to the foregoing, at the reconvening of any meeting adjourned for a lack of a quorum, the Persons entitled to vote 25% in principal amount of the Outstanding Debentures at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting. . (iv) At a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid, any resolution and all matters shall be effectively passed and decided if passed or decided by the Persons entitled to vote the lesser of: (iA) a majority in principal amount of the Debentures then Outstanding; or (iiB) 66 2/3% in principal amount of the Debentures represented and voting at such meeting; provided, however, that if any consent, waiver or other action must be given, made or taken by the Holders of a specified percentage in principal amount of Outstanding Debentures (which is less than a majority of the principal amount of to Debentures then Outstanding) ), then such consent, waiver or other action may be given, made or taken by the Persons entitled to vote the lesser of: (i) the specified percentage in principal amount of the Debentures then Outstanding; or (ii) a majority in principal amount of the Debentures represented and voting at such meeting. Any resolution passed or decisions taken at any meeting of Holders of Debentures duly held in accordance with this Section shall be binding on all the Holders of Debentures, whether or not present or represented at the meeting.